Q32 Bio (QTTB) CFO’s 3,995-share sale covers RSU tax withholding

Rhea-AI Filing Summary

Q32 Bio Inc. executive Lee Kalowski, the CFO and President, reported an automatic sale of 3,995 shares of common stock on February 25, 2026 to cover tax withholding tied to vesting of restricted stock units. The weighted average sale price was $4.5144 per share, with individual trades ranging from $4.35 to $4.69. After these transactions, Kalowski directly owned 35,943 shares of Q32 Bio common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kalowski Lee

(Last) (First) (Middle)

Q32 BIO INC.

830 WINTER STREET

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Q32 Bio Inc. [ QTTB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO and President

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2026		S(1)		3,995	D	$4.5144(2)	35,943	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. These sales were automatic and not in the discretion of the Reporting Person.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $4.35 to $4.69. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, on request, full information regarding the number of shares sold at each separate price within the range set forth above.

	/s/ Eric Bell, Attorney-in-Fact	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Q32 Bio (QTTB) report for Lee Kalowski?

Q32 Bio reported that CFO and President Lee Kalowski automatically sold 3,995 common shares on February 25, 2026. The sale was to cover tax withholding obligations arising from the vesting of restricted stock units, rather than a discretionary open-market sale.

At what prices were Lee Kalowski’s Q32 Bio (QTTB) shares sold?

The reported weighted average sale price was $4.5144 per share for Kalowski’s 3,995 Q32 Bio shares. Individual trades occurred in multiple transactions at prices ranging from $4.35 to $4.69 per share, according to the Form 4 disclosure footnote.

Why did Q32 Bio (QTTB) CFO Lee Kalowski sell 3,995 shares?

The 3,995 Q32 Bio shares were sold automatically to satisfy tax withholding obligations from the vesting of restricted stock units. The filing states these sales were required and not made at Kalowski’s discretion, distinguishing them from voluntary open-market sales.

How many Q32 Bio (QTTB) shares does Lee Kalowski own after the sale?

Following the tax-related sale, Lee Kalowski directly owned 35,943 shares of Q32 Bio common stock. This post-transaction balance reflects his remaining direct holdings after the 3,995-share disposition reported in the Form 4 filing for February 25, 2026.

Was the Q32 Bio (QTTB) insider sale by Lee Kalowski an open-market trade?

While coded as an open-market sale, the filing clarifies the shares were sold automatically to cover tax withholding on RSU vesting. The footnote emphasizes the transactions were not at the reporting person’s discretion, which differs from a purely voluntary sale.